Sec Form 4 Filing - Yang Timothy D. @ Magnolia Oil & Gas Corp - 2022-02-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Yang Timothy D. 2. Issuer Name and Ticker or Trading Symbol Magnolia Oil & Gas Corp [ MGY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP - GENERAL COUNSEL & SEC (Last) (First) (Middle) C/O MAGNOLIA OIL & GAS CORPORATION, NINE GREENWAY PLAZA, SUITE 1300 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2022 (Street) HOUSTON, TX77046 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/16/2022 M 81,495( 1 ) A 554,532 D Class A Common Stock 02/16/2022 F 24,901 D $ 20.3 529,631 D Class A Common Stock 02/16/2022 A 1,200( 2 ) A $ 0 530,831 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Units ( 1 ) 02/16/2022 M 81,495( 1 ) ( 1 ) ( 1 ) Class A Common Stock 81,495( 1 ) $ 0 0 D Performance Restricted Stock Units ( 3 ) 02/16/2022 A 35,664 ( 3 ) ( 3 ) Class A Common Stock 35,664 $ 0 35,664 D Performance Restricted Stock Units ( 4 ) 02/16/2022 A 36,864 ( 4 ) ( 4 ) Class A Common Stock 36,864 $ 0 36,864 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yang Timothy D. C/O MAGNOLIA OIL & GAS CORPORATION NINE GREENWAY PLAZA, SUITE 1300 HOUSTON, TX77046 EVP - GENERAL COUNSEL & SEC Signatures /s/ Timothy D. Yang 02/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects performance share units ("PSUs"), the grant of which was previously reported in Table II of Mr. Yang's Form 4 filed on February 27, 2019 (the "Prior Form 4"). Each PSU, to the extent earned, represented a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"), and the officer could earn between 0% and 150% of the target number of PSUs reported on the Prior Form 4, based on the Company's relative total shareholder return performance for the specified period and subject to the officer's continued employment through the date of settlement of the PSUs. On February 16, 2022, the Compensation Committee certified that the Company's relative total shareholder return performance resulted in the officer earning 150% of the target number of PSUs. ( 2 )Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Company. The RSUs will vest in four substantially equal installments on March 1, 2023, 2024, 2025, and 2026, subject to the officer's continued employment through the applicable vesting date. ( 3 )Reflects performance restricted stock units ("PRSUs") granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 16, 2022 and ending February 15, 2027. The PRSUs are also subject to service-based vesting conditions and will vest in three substantially equal installments on March 1, 2023, 2024, and 2025, subject to the officer's continued employment through the applicable vesting date. ( 4 )Reflects PRSUs granted under the Plan. Each PRSU, to the extent earned, represents a contingent right to receive one share of Class A Common Stock of the Company, and the officer may earn either 0% or 100% of the target number of PRSUs reported above, based on the achievement of the specified stock appreciation goal during the performance period commencing February 16, 2022 and ending February 15, 2027. The PRSUs are also subject to service-based vesting conditions and will vest in full on March 1, 2025, subject to the officer's continued employment through that date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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